How do Conduent (CNDT) share-price targets affect PRSU vesting for the CFO?

PRSUs vest in tiers based on average closing stock price during the measurement period: $2.50 per share allows 25% to vest, $3.00 allows 50%, $4.00 allows 75%, and $5.00 or greater allows 100% to vest, with linear interpolation between these price levels.

Conduent (CNDT) CFO granted RSU and PRSU performance stock units

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Conduent Inc. reported that EVP and Chief Financial Officer Giles Andrew Goodburn acquired common stock through equity awards. He received 375,939 restricted stock units granted on April 1, 2026 that vest in equal amounts on December 31, 2026, December 31, 2027 and December 31, 2028, with each unit converting into one share upon vesting. He was also granted 187,969 performance restricted stock units that vest on December 31, 2028 only if both service and share-price conditions are met, with payout levels tied to average closing stock prices between $2.50 and $5.00 per share. Following these awards, he directly holds 945,699 shares of Conduent common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Goodburn Giles Andrew

Role EVP, Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	375,939	$1.33	$500K
Grant/Award	Common Stock	187,969	$1.33	$250K

Holdings After Transaction: Common Stock — 757,730 shares (Direct)

Footnotes (1)

RSU Awards of restricted stock units ("RSUs") granted on April 1, 2026 that vest in equal amounts on December 31, 2026, December 31, 2027 and December 31, 2028. Each RSU converts to one share of Conduent Incorporated common stock ("Common Stock") upon vesting. Award of performance restricted stock units ("PRSUs") that can only be settled in Common Stock. PRSUs have two vesting conditions - a service condition and a share price condition. The service condition requires continued employment through December 31, 2028 (the "Vesting Date"). The share price condition requires an average closing stock price over any 120 consecutive calendar day period during the measurement period of April 1, 2026 through December 31, 2028 (the "average closing price") of at least $2.50 per share. If an average closing price of $2.50/share is achieved, 25% is eligible to vest; if an average closing price of $3.00/share is achieved, 50% is eligible to vest; if an average closing price of $4.00/share is achieved, 75% is eligible to vest, and if an average closing price of $5.00/share or greater is achieved, 100% is eligible to vest, with linear interpolation between stock prices. Vested shares are paid out within 60 days following the Vesting Date. Each PRSU converts to one share of Common Stock upon vesting.

Key Figures

RSU grant size: 375,939 units PRSUs granted: 187,969 units Grant price reference: $1.33 per share +5 more

8 metrics

RSU grant size 375,939 units Restricted stock units granted on April 1, 2026

PRSUs granted 187,969 units Performance restricted stock units granted on April 1, 2026

Grant price reference $1.33 per share Price per share used in the Form 4 for both grants

Post-award holdings 945,699 shares Conduent common stock directly held after reported transactions

RSU vesting dates Dec 31, 2026/2027/2028 RSUs vest in three equal annual installments

PRSUs price threshold (25%) $2.50 per share Average closing price required for 25% of PRSUs to be eligible to vest

PRSUs price threshold (100%) $5.00 per share Average closing price required for 100% of PRSUs to be eligible to vest

PRSUs vesting date December 31, 2028 Service condition vesting date for performance restricted stock units

Key Terms

restricted stock units ("RSUs"), performance restricted stock units ("PRSUs"), share price condition, Vesting Date, +1 more

5 terms

restricted stock units ("RSUs") financial

"RSU Awards of restricted stock units ("RSUs") granted on April 1, 2026 that vest in equal amounts"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

performance restricted stock units ("PRSUs") financial

"Award of performance restricted stock units ("PRSUs") that can only be settled in Common Stock."

Vesting Date financial

"The service condition requires continued employment through December 31, 2028 (the "Vesting Date")."

average closing stock price financial

"The share price condition requires an average closing stock price over any 120 consecutive calendar day period"

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 03:35 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Goodburn Giles Andrew

(Last)

(First)

(Middle)

100 CAMPUS DRIVE

SUITE 200

(Street)

FLORHAM PARK

NEW JERSEY

07932

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CONDUENT Inc [ CNDT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/01/2026		A		375,939⁽¹⁾	A	$1.33	757,730	D
Common Stock	04/01/2026		A		187,969⁽²⁾⁽³⁾	A	$1.33	945,699	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. RSU Awards of restricted stock units ("RSUs") granted on April 1, 2026 that vest in equal amounts on December 31, 2026, December 31, 2027 and December 31, 2028. Each RSU converts to one share of Conduent Incorporated common stock ("Common Stock") upon vesting.

2. Award of performance restricted stock units ("PRSUs") that can only be settled in Common Stock. PRSUs have two vesting conditions - a service condition and a share price condition. The service condition requires continued employment through December 31, 2028 (the "Vesting Date"). The share price condition requires an average closing stock price over any 120 consecutive calendar day period during the measurement period of April 1, 2026 through December 31, 2028 (the "average closing price") of at least $2.50 per share. If an average closing price of $2.50/share is achieved, 25% is eligible to vest; if an average closing price of $3.00/share is achieved, 50% is eligible to vest; if an average closing price of $4.00/share is achieved, 75% is eligible to vest, and if an average closing price of $5.00/share or greater is achieved, 100% is eligible to vest, with linear interpolation between stock prices.

3. Vested shares are paid out within 60 days following the Vesting Date. Each PRSU converts to one share of Common Stock upon vesting.

Remarks:

	/s/Michael Krawitz, attorney-in-fact	04/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Conduent (CNDT) report for its CFO?

Conduent reported that CFO Giles Andrew Goodburn received equity awards in common stock units. These include restricted stock units and performance-based units, both granted on April 1, 2026, which will convert into shares of Conduent common stock if their vesting conditions are satisfied.

How many RSUs did Conduent (CNDT) grant to its CFO and when do they vest?

Conduent granted its CFO 375,939 restricted stock units. These RSUs vest in three equal installments on December 31, 2026, December 31, 2027, and December 31, 2028, with each vested RSU converting into one share of Conduent common stock upon vesting.

What are the terms of the performance restricted stock units (PRSUs) granted by Conduent (CNDT)?

The CFO received 187,969 performance restricted stock units that settle only in common stock. They require continued employment through December 31, 2028 and achieving average closing stock prices between $2.50 and $5.00 per share over a defined measurement period to determine the vested percentage.

When will Conduent (CNDT) pay out vested PRSUs to its CFO?

Any PRSUs that satisfy both service and share-price conditions vest on December 31, 2028. Vested shares are paid out within 60 days following that vesting date, with each vested performance restricted stock unit converting into one share of Conduent common stock.

How many Conduent (CNDT) shares does the CFO hold after these awards?

After the reported equity awards, CFO Giles Andrew Goodburn directly holds 945,699 shares of Conduent common stock. This total reflects his position following the April 1, 2026 grants of restricted stock units and performance restricted stock units reported in the Form 4.